Learning Curves
by Revan's Mask
Summary: It's the night before Ilos and Liara has come to Shepard's cabin. Shepard, however has a confession to make: she might not be as experienced as everyone thinks she is.


Liara paused outside the doors to the captain's cabin. A part of her couldn't believe that she was really going to do this. After all, she had only known this human for a few short months, most of them spent running from one planet to another, fighting for their lives. And yet here she was, unable to deny the pull of attraction that she felt towards Ashara Shepard. Commanding and gallant yet also kind and caring: the human was unlike anyone she had ever met before.

It was only, she had never done anything like this and she was afraid that she would make a fool of herself. The commander seemed so worldly. Surely, she had been with many other people before Liara and the asari was afraid she wasn't going to be able to measure up. She wished there had been a chance for them to go slowly, for her to learn more about the commander's body before they actually made love, but she was out of time. Tomorrow the _Normandy_ would reach Ilos and if Liara didn't find her courage tonight, she might never get the chance again.

* * *

Sitting at her desk, her darkened room illuminated only by the glow of her terminal, Shepard tried to keep her mind on the work in front of her. It wasn't easy to do. Uncertainty kept looming at the edges of her mind. Ever since Mindoir, she'd put tremendous pressure on herself to be the best, to never let anything like that happen again, but this mission went beyond that need. If she failed tomorrow, everything that she knew and everyone that she cared about would all be lost.

Everyone that she cared about… More and more, that list started with Liara T'Soni. The beautiful archeologist had stirred something in her; awakened desires that she'd spent years pushing to the back of her mind. It wasn't something she'd expected, but it was something she now wanted, wanted more than she would have thought possible.

Behind her, she heard the sound of her door sliding open, and the commander swiveled her chair around. Her heart leapt when she saw who it was. Standing in the doorway, framed by the light from the hallway, was Liara. The asari wore her customary jumpsuit along with a tentative expression.

"Liara." She favored the asari with the best smile she could manage, but unsure if it was even visible across the darkened room, she turned on a small desk lamp.

"Shepard." Liara walked slowly towards the commander, trying to beat down the nervousness that threatened to overwhelm her earlier resolve. "Ashara," she added more softly. The Spectre had asked her use her first name sometimes, but Liara still felt uncertain when she did.

Shepard didn't seem to mind though, standing up from her chair and moving to meet Liara. "What can I do for you?"

The archeologist had practiced this speech many times before, alone in her little room behind the med-bay, but when she started to deliver it, she found herself stumbling over the words. "Over these last few months, I have, that is to say that we have, we have become closer." She took a deep breath, collecting herself. "You have come to mean a great deal to me, Shepard, and I did not want us to go into this battle tomorrow without showing you how I felt first."

"Liara," Shepard replied, her heart hoping, but her brain remaining cautious, "What exactly do you mean?"

The asari forced herself to say the words despite the flush of embarrassment she felt as they passed her lips, "I would like to join with you, as lovers. If you are interested, of course."

Shepard gulped. She had fantasized more than once about hearing those words from Liara, but now that the moment had arrived, she was going to have to fess up.

"I am," she said, worried that she sounded too eager, "I really am. It's just… You know how you told me you haven't done this with anyone else before?"

"I have not." Liara felt a dark blue blush creeping up her face. She was frightened that Shepard would tell her she was too inexperienced, that they would have to wait. What Shepard said next though was the last thing she would have expected.

"Well, um, I haven't either."

The archeologist was confused. "Do you mean that you have not participated in a mating meld before?"

"Uh, no," Shepard confessed. "I mean I haven't, but I also haven't been with anyone, human, asari, or otherwise."

Liara was stunned. "You haven't? But, I mean, you are so… dashing." She couldn't believe how stupid she must sound. "There has not been anyone else?"

"Well," Ashara started out, trying to explain, "Back when I lived on Mindoir, I dated a little, but I was young, and I hadn't, uh, gone all the way. Then, you know what happened, with the batarian attack... It shut me down emotionally for a long time. I couldn't even imagine dating. After that, I joined the Alliance and I got really busy. Basic, initial deployments, N-Level training assignments… I just didn't have the time for a relationship."

"But, um, you wouldn't have had to have been in a relationship. Surely you must have had other opportunities. People who would have been willing to have a more casual encounter." It wasn't something Liara herself would have done, but she had heard many such stories growing up around her mother's commandos and it wouldn't have shocked her coming from a soldier such as Shepard.

"Sure, there've been offers." She stepped closer to Liara. The asari looked so tantalizing and Shepard gave in to the impulse to touch her, bringing her hand up to her cheek. Her skin was soft and smooth, without the tiny hairs that all humans had, and Ashara couldn't stop thinking about what the rest of her body would feel like pressed against her. Liara let out a soft purr at the contact, and Shepard found the courage to continue. "I never accepted them though. I didn't want my first time to be with some waitress or dancer I met on shore leave. I wanted it to be with someone I cared about. Someone like you."

Liara wasn't quite sure what to say. She had been counting on Shepard to be the more experienced one, to show her what to do tonight. And yet, the thought that Ashara had never been with anyone before her and had chosen her to share this experience thrilled the archeologist in ways she couldn't quite describe.

"I care for you too," she tried, reaching out to reciprocate Shepard's touch. Her hand ran along the warm skin of the commander's face and she reached up to stroke her dirty blonde hair. Its texture intrigued her; it was a mixture of individual strands and a single, wavy mass that she could tangle her fingers in. "I only hope that I am worthy of being your choice."

"God, you are." Shepard leaned in closer and pressed her lips against Liara's blue-purple ones. At first, Liara wasn't quite certain how to react, and yet she couldn't deny the warmth that flooded through her body at the contact. The human's lips felt electric against hers and on impulse, she parted her own slightly, trying to take in more of Shepard.

Feeling Liara's acceptance, Shepard slipped her tongue into the asari's mouth. She had definitely kissed other girls, but that had been a long time ago and she didn't want to rush. At the same time, the heat of Liara's mouth and her responsiveness made it hard to control her reactions and she moaned slightly.

The sound of Shepard's arousal triggered something in Liara and without thinking; she threw her arms around the commander, pressing their bodies together at the same time as she refused to break the kiss. Ashara responded, gripping the smooth material of Liara's jumpsuit and holding the asari closer to her. After fantasizing about this for so long, she couldn't bear for it to end, and only when they were both left panting for air did the two of them finally pull apart.

"By the Goddess," Liara gasped.

"Had you never…" Ashara asked, surprised at the level of the asari's inexperience.

"No," she replied softly. "Not in that way. Had you?"

"Yeah, but not for a long time." Not since she was 16. "I forgot how much I liked it."

"Shall we try it again?"

Shepard grinned and took Liara's face in her strong hands. This time the asari responded more smoothly, opening up the kiss and probing Shepard's mouth with her tongue. Ashara let her hand slide behind the archeologist's head, brushing tentatively over the lines of her crest. They had such interesting textures. They were firm without being rigid, yielding slightly to her touch, and when her fingers rubbed a particular spot along one of them, Liara whimpered into her mouth.

"Shepard," she pleaded, breaking the kiss, "Don't stop. Please."

Ashara had no intention of stopping. Indeed, she felt like she could keep doing this for a very long time indeed. There were so many contours to explore, and as she kept playing with them, the most intriguing range of moans and gasps came out of the archeologist.

Liara had never felt quite this way before. She had masturbated of course, but that was generally a straightforward, mechanical affair designed to give her release and nothing more. She had never teased herself like this and certainly never felt the kind of intense craving that was currently throbbing in her sex. It might have been crazy that she was planning to go all the way from her first kiss to making love in a single night, and yet she couldn't imagine stopping.

Reaching up, she started undoing the commander's uniform shirt. She didn't think of herself as clumsy; someone who spent her life handling ancient relics couldn't afford to be, but she was finding it surprisingly hard for her trembling hands to work the buttons. Shepard reached down to help her and their fingers got tangled together, failing to accomplish anything.

"Sorry," the asari fumbled. "I didn't mean to…"

"No, I'm sorry, I should've let you…"

They both laughed nervously as they tried to apologize over each other. "Okay," Shepard suggested, "Let me get it."

Liara stood back, watching rapt as the commander finished taking off her dark blue shirt. Beneath it, she wore only a plain grey bra and without hesitation, she removed it as well, tossing both garments on the floor. Her breasts were not too large, but perfectly formed and firm, topped by dark pink nipples.

"May I?" Liara asked, and when Shepard purred back "Yes," she reached up and cupped one of them. It was soft to the touch and when she squeezed lightly, Shepard made a gasping sound. Liara ran her thumb back and forth over her nipple, feeling it getting harder as she played with the bud.

"More," Shepard choked out.

Liara hesitated. "What do you want me to do?"

"Would you… would you kiss my breasts?" That was as far as she had ever gone with a girl before the batarian attack and she remembered enjoying it very much.

"Certainly." Leaning down, Liara kissed the soft skin of Shepard breasts over and over again and as she did, the Spectre's hand went back to her crest, just resting there. The touch was reassuring, and Liara closed her dark lips around a hard nipple. As the archeologist flicked her tongue experimentally over the bud, Ashara's hand tightened around Liara's crest and the commander felt desire humming throughout her body. She had spent so long pushing aside her needs and long years of built-up hunger were coming to the surface with a vengeance.

Liara's hands rubbed Shepard's back as she kept sucking at her breast. The commander was so responsive to what she was doing that it made her feel in control, easing her nervousness. She wasn't sure what to do next, but when she felt Shepard's knees start to go weak from her ministrations, she looked up at the woman she wanted to be her lover.

"Perhaps we should go to the bed?", she asked, realizing as she said it how bold that sounded. "I mean, if you want to."

Shepard breathed deeply. "I'd like that very much." They stumbled towards the commander's bunk, and she apologized, "I'm sorry. I know it's kind of small for two people."

"It's all right," Liara assured her. "It is still bigger than mine. Not that I am saying you should have given me a larger one, just that this is a better place for us to… Oh Goddess, I am babbling again."

"It's okay, it's…" She beamed at Liara. "Did I ever tell you you're totally adorable when you do that?"

Liara could tell she was blushing once more, but she no longer cared. Shepard had lain down on the bed, and looking at her commander topless, her skin flushed, her green eyes alight, the asari decided to be bold. Reaching behind her back, she found the zipper to her jumpsuit and pulled it down before sliding the garment off of her shoulders. It fell down to her waist and beneath it, her torso was bare.

Ashara starred in amazement at Liara. The asari's skin was scaled in some places while totally smooth in others. Her body was softer than Shepard's toned one, her breasts fuller, topped by blue nipples but with only tiny areolas surrounding them. They were erect already and they looked so enticing that when Liara approached the bed, it was all Shepard could do not to leap up and grab at them.

Instead, she pulled Liara gently into her arms, letting their bodies mesh together. As the scent and feel of the asari filled Shepard's senses, a flutter of nervousness rippled in her gut. This incredible woman wanted to be with her, and she wasn't sure how to please her. All she wanted was to make their first time special, to give Liara what she deserved, and she desired it as much as anything she could imagine short of saving the galaxy.

Still, it was hard to worry too much as she felt warm lips begin to explore along the side of her neck while slim fingers ran through her dirty blonde hair. Her arms wrapped around the asari's back, pulling her closer, and when Liara moved to kiss her again, she eagerly accepted. As the embrace went on, she slid her fingers down to the sides of Liara's breasts and caressed the soft skin there. Hard nipples dragged against her chest while the archeologist moaned into her mouth and Ashara felt the ache between her legs redoubling.

She twisted her hips, shifting her legs so that one of the asari's thighs rested between hers. She pressed against it and though the contact with her clothed sex was welcome, as Liara's mouth dropped down to the breast she had neglected before, it also seemed inadequate. She resumed stroking the ridges of Liara's crest, and the asari purred around the nipple before looking up at her. Her sapphire eyes were wide and she protested, "It is hard to concentrate when you do that."

"I'm sorry, Liara, I just thought you liked it."

"I do." Goddess, she really did. "It is just, I'm still not sure what I'm doing."

Ashara laughed. "Well, you were doing it pretty well."

Liara smiled at Shepard, encouraged by her words. "I'm glad to hear it." She paused before eagerness overcame hesitation. "Ashara, can I see the rest of you?"

Shepard let go of her own apprehension. "Yes."

She lay back on the bed and let Liara unbutton her slacks. The asari pulled them down slowly, revealing Shepard's legs and she ran her hands over them, enjoying the feeling of the strong muscles beneath her touch. Ashara wore a pair of grey panties that matched her bra and Liara could see a damp spot over the crotch. Curious, she brushed a single finger over it, nearly jumping out of her skin at the yelp that came from Shepard when she did.

"Goddess," she panicked, "Did I, did I do something wrong?"

"No, Liara," Ashara insisted. "God, no… It's just, no one else has ever touched me like that. It's intense."

The asari smiled. "So you would like it if I did that more?"

"Definitely. But first you can take those off if you want." She gestured in the direction of her panties.

"I would." Liara hooked her fingers under the waistband of the underwear and pulled it off. Her eyes went slightly wide at what she saw.

"Something wrong, Liara?"

"No, I just… I did not realize humans had hair down there." She ran her fingers through the small tuft of blonde she found. It was shorter and silkier than the hair on Ashara's head and the asari was intrigued, stroking it.

Shepard was going out of her mind with desire. "Liara," she pleaded, "Would you do more?"

"Oh, I am sorry. I just got caught up. Your body is so interesting"

"Don't worry, just, keeping going. Please."

Liara lowered her fingers between Shepard's legs, looking for her clitoris. It was the key to her own release when she masturbated, and the small amount of reading she had done in preparation for this night told her that human women had them too, but she was having difficulty locating it. There were these folds of skin, engorged with Ashara's arousal, and it was all somewhat tricky to navigate.

Seeming to sense her confusion, Shepard reassured her, "It's okay. Just touch me."

Tentatively, Liara slid her finger over the folds before sliding between them. They were slick under her fingers, and as she rubbed them, the commander gasped, arching her hips into Liara's touch. The asari was intrigued and she kept stroking, trying to figure out where the most sensitive places were.

Shepard trembled. Liara's fingers felt so good, so much better than her own hand. She had far more practice touching herself than Liara did with her body, and yet there was something electrifying about a lover's touch, a difference she couldn't put into words but that was incredibly real. At the same time, the asari hadn't found her clit yet, just teasing along her labia and around the edges of her opening, and she desperately needed more. Reaching down, she spread herself so that the hard ridge of her clit was visible. "Liara," she gasped, "There."

Liara leaned in, seeing at last the prize she had been looking for. Reaching out two blue fingers, she pressed down on it, and was rewarded with a sharp exhalation from her commander. Ashara moved her fingers out of the way, and Liara kept up what she was doing, running her digits up and down the shaft of the clit. Her fingers were practically coated in Ashara's slickness and, curious, Liara brought them up to her mouth. The taste was unfamiliar, thick and musky, but at the same time appealing and she decided she wanted more.

Curling up on the bed, she bent down and flicked her tongue over Shepard's clit and Ashara had to bite her lip to keep from waking up half the ship. She thought Liara's fingers had felt good on her, but the warm wetness of her mouth was amazing. She clutched desperately at Liara's crest, trying to encourage her, but there seemed to be no need. The asari was highly enthusiastic, licking away at her lover, trying to coax more such reactions out of Shepard.

Liara experimented a little, moving her mouth around, taking in more of Shepard's taste, but she kept returning to her throbbing clit. Every time she heard Ashara moan, her own azure pulsed with desire, and that seemed to be the best way to elicit the sounds she craved from the commander. Not all of Liara's strokes hit the mark exactly, but it didn't matter. Shepard had wanted this for so long, and the feel of what Liara was doing combined with how beautiful the asari looked doing it was too much for her to take for long. "Li," she choked out, trying to give some warning, "I'm going to, god yes…"

Heat shot through as she came, an orgasm far more powerful than any she had given herself, and her limbs wet rigid, a hand clenching at the sheets, her thighs squeezing as she peaked. At first Liara wasn't sure she had done it, but when she heard Shepard cry out her name over and over, a surge of pride ran through her and she kept up her ministrations, licking away, prolonging her new lover's climax.

Only when her tongue started to get tired did she finally stop, raising up her head and looking down adoringly at Shepard. The human was slumped back on the mattress, her pale skin flushed, her chest heaving, her green eyes lidded. "Liara," she gasped, "That was amazing."

"Oh, Shepard," she whispered, unable to think of anything else to say and not wanting to ruin the moment with the wrong words.

A part of Ashara wanted to just collapse into contented bliss, but it didn't feel right to do so without trying to repay what Liara had done for her. Besides, the asari looked almost impossibly sexy, bare-chested, her blue eyes alight, her lips glazed with traces of Shepard's release, and already Ashara could feel the beginnings of renewed desire throbbing in her clit.

The Spectre pulled Liara to her, kissing her passionately. Her own taste didn't bother her, not like this, and she could feel in the needy way the asari kissed her back just how turned on Liara must be as well. "I'm sorry," she said, hit by a sudden wave of guilt, "I shouldn't have been so selfish. Letting you do all that without reciprocating."

"It is all right. I enjoyed doing it. Very much." The delight she heard in Liara's voice calmed Ashara's insecurities, and then the asari continued, "But I do want you as well."

"Of course." Shepard slid down the bed, maneuvering the two of them so that there was room for her to lie beneath Liara, her legs dangling off the edge. She finished removing the green and white jumpsuit. Beneath it, Liara wore a simple pair of white panties, which were clearly soaked with her arousal. "Wow," Shepard observed, "You seem so…"

"Because of you, Ashara." Liara had never realized what an incredible turn-on pleasing someone else could be, but now, it had left her desperate for Shepard's touch.

"God, Liara," Shepard purred, low and sultry, "I really, really want to help you with that." She pulled off the underwear and beneath it, she was surprised by what she saw. Liara had no concealing folds like a human woman would. Instead, there was just scaled skin, engorged and wet, framing her opening and easily identified clitoris.

She started with the scales, exploring them with her tongue. They were slick with a sweet alien flavor that she was immediately addicted to. Deciding to go directly to the source, she dropped her mouth down to Liara's opening, penetrating it with her tongue. She made a few passes, and though the archeologist seemed to enjoy what she was doing, when Liara whimpered with need, Shepard realized she was being selfish. She knew what she had need and she moved up to the asari's clit, kissing the head reverently.

Liara cried out and as Shepard's tongue licked enthusiastically away at her, the asari felt pleasure flood her body, but alongside it there was an urge clawing its way to the front of her mind. She had joined before, including with Shepard while helping her to look for the Conduit, but this was different. This was a craving for the mating meld, an intense desire to become one with her lover, to share everything that she was feeling, and it was a need the asari could barely restrain.

Ashara felt something pressing against her mind, a tingling that her lust-addled brain was still able to recognize as the beginnings of a meld. It was tentative though, a slight contact rather than a full merging, and she looked up at Liara with a welcoming smile. "Did you want to join?"

"Goddess, yes," Liara exclaimed, and when Ashara nodded, she stopped trying to hold back. "Embrace Eternity!"

Liara's eyes became pools of blackness and Shepard tried to remember what she had learned and relax her mind. Those past melds hadn't prepared her for this though. Instead of just sharing memories, the joining went deeper this time. She could feel what Liara felt, as if her body was an extension of Shepard's or hers of Liara's: the distinction no longer seemed important.

Experimentally, she placed another kiss on the head of Liara's clit and the effect was incredible. It was almost as if she was licking herself, the pleasure the asari felt shared with her. At the same time, she could feel her own delight at the sensation being sent back to Liara, and the asari's appreciation to her, a mirror of bliss unlike anything she had ever imagined.

"Come here." She heard the thought as if in her own mind, but it was Liara's voice that spoke the words. She crawled up alongside her lover and was immediately grabbed for another kiss. As their tongues tangled, Shepard felt a desire for union and a blue hand gripped her own, guiding it between their legs. "I want to feel you inside of me." There was no need for pleading in the joining. She simply knew how badly Liara wanted this.

"You too." Usually when she touched herself Ashara focused on her clit, rarely entering herself, but in that moment, there was nothing she wanted more than to share every part of herself, mind and body, with Liara.

Fingers ran over slick flesh and now there was no hesitation, no fumbling. Each could tell what the other wanted, knew the responses in their lover's bodies as if they were their own. Liara could feel her azure stretch to accommodate Shepard, her wetness coating her lover's fingers, and then Ashara's on hers as she entered the commander. They moved in unison, thrusting and kissing, bodies pressed together, losing themselves in the sensations of the meld. Liara could see herself as Shepard did: beautiful, adorable, and strong, and it carried her away, joy merging with bliss.

Liara started to come undone and as she did, Shepard felt herself being pulled along with her. The spreading, cresting pleasure coming from the asari's azure was hers too, joining the fulfillment she felt at Liara's fingers inside her and it was too much. She gripped down, one hand grabbing at Liara's shoulder as the other curled inside her lover and they came, bodies pressing together, inner walls fluttering around wet fingers, voices crying out in unison. Everything else simply vanished, their pleasure, shared and reflected, going on and on, all that either of them could perceive even as their biotics sent little flickers of light into the dimly lit cabin.

As their orgasm subsided, Liara's exhausted mind couldn't maintain the meld any longer, and her thoughts started to slip away from Shepard's even as the human kept holding her in her arms. Final whispers of affection and regret at the loss of the joining drifted back and forth, and at the last instant before her eyes went back to blue, Liara heard the four words.

"I love you, Liara."

The asari rolled over and looked at her new lover, speaking aloud now. "Shepard, I, I do not know what to say."

Shepard tried to not unravel with embarrassment. She had been hesitant to say anything in case the archeologist didn't feel as strongly, but now the meld had given her away. "It's okay, Liara, I don't expect you to. It's just how I feel."

"No, I…" There were tears in the asari's bright, blue eyes. "I love you too. I have for a long time. To know you feel the same way… I just have no words."

Ashara could feel herself tearing up as well. It was a vulnerability she felt like she couldn't show to anyone else, but after what they had just shared, she knew could share it with Liara. "It's okay," she answered softly. "You said enough."

Liara smiled, relaxing into the Spectre's embrace and Ashara allowed herself to do the same. Tomorrow, they would fight for their lives, but whatever happened, she knew that at least now she would do so without regrets and with something truly special to come back to.

* * *

**So, the idea comes from the k-meme, but though I borrowed Ashara for this story, it is not in canon with the other Ashara Shepard stories, mostly because Shepard wasn't a virgin their first time. Hope you enjoyed it and please leave a review.**


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